TLGY Acquisition Corp. Terminates Merger Agreement

TL;DR

Merger deal is off, TLGY moving on.

AI Summary

TLGY Acquisition Corp. announced on June 19, 2024, the termination of its previously announced definitive agreement to merge with a target company. The termination was mutually agreed upon by both parties, and TLGY Acquisition Corp. does not anticipate any material impact on its operations or financial condition as a result of this termination.

Why It Matters

This termination indicates a setback for TLGY Acquisition Corp.'s growth strategy and may lead to uncertainty for its shareholders regarding future business combinations.

Risk Assessment

Risk Level: medium — The termination of a definitive agreement suggests potential challenges in deal execution or due diligence, which could impact the company's future prospects.

Key Players & Entities

• TLGY Acquisition Corp. (company) — Registrant
• June 19, 2024 (date) — Date of termination announcement

FAQ

Key Financial Figures

• $0.0001 — f one Class A ordinary share, par value $0.0001 per share, and one-half of one redeemab
• $11.50 — ordinary share at an exercise price of $11.50 per share TLGYW The Nasdaq Stock Mark
• $1.00 — ers, for an aggregate purchase price of $1.00 (the "Purchase Price"), (i) purchased 3
• $100 billion — vestor at Oaktree Capital Management, a $100 billion alternative asset manager, where he com
• $2 billion — asset manager, where he completed over $2 billion in transactions. Mr. Desai began his ca
• $15 billion — ely 15 deals representing approximately $15 billion in transaction value. He graduated with
• $3 billion — ry 2015 to early 2019, an approximately $3 billion long/short equity hedge fund focused on
• $30 billion — e at Raine, Mr. Friedman completed over $30 billion in transaction value. Mr. Friedman bega
• $300 million — asdaq-listed entity in the process of a $300 million merger with Flybondi, a prominent low-c
• $1.2 billion — AC that acquired HUB Cyber Security for $1.2 billion in 2023, from February 2021 to March 20
• $60,000 — its affiliates or designees depositing $60,000 (the "Extension Deposit") into the trus

Filing Documents

• tm2417671d1_8k.htm (8-K) — 66KB
• tm2417671d1_ex10-1.htm (EX-10.1) — 8KB
• tm2417671d1_ex10-2.htm (EX-10.2) — 9KB
• tm2417671d1_ex10-3.htm (EX-10.3) — 9KB
• tm2417671d1_ex10-4.htm (EX-10.4) — 94KB
• tm2417671d1_ex10-5.htm (EX-10.5) — 12KB
• 0001104659-24-073933.txt ( ) — 471KB
• tlgyu-20240619.xsd (EX-101.SCH) — 4KB
• tlgyu-20240619_def.xml (EX-101.DEF) — 27KB
• tlgyu-20240619_lab.xml (EX-101.LAB) — 37KB
• tlgyu-20240619_pre.xml (EX-101.PRE) — 26KB
• tm2417671d1_8k_htm.xml (XML) — 8KB

01

Item 1.01 Entry into a Material Definitive Agreement On June 20, 2024, TLGY Acquisition Corporation (the "Company"), CPC Sponsor Opportunities I, LP and CPC Sponsor Opportunities I (Parallel), LP entered into a joinder to a certain letter agreement, dated November 30, 2021 (the "Letter Agreement Joinder") and a joinder to a certain registration rights agreement, dated November 30, 2021 (the "Registration Rights Agreement"). Entry into the Letter Agreement Joinder and the Registration Rights Agreement Joinder were conditions to the consummation of the Securities Transfer Transaction (as defined below). In addition, on June 21, 2024, the Company entered into an agreement (the "CPC Funds Indemnification Agreement") to indemnify CPC Sponsor Opportunities I, LP, CPC Sponsor Opportunities I (Parallel), LP and their affiliates (each, a "Indemnitee") from any claims made by the Company or a third party in respect of any investment opportunities sourced by an Indemnitee, any liability arising with respect to an Indemnitee's activities in connection with the Company's affairs, and that are provided without a separate written agreement between the Company and any Indemnitee. Such indemnity will provide that the Indemnitees cannot access the funds held in the Company's trust account. The foregoing descriptions of the Letter Agreement Joinder, the Registration Rights Agreement Joinder, and the CPC Funds Indemnification Agreement are not complete and are qualified in their entireties by reference to the text of the Letter Agreement Joinder, the Registration Rights Agreement Joinder and the CPC Funds Indemnification Agreement, which are filed hereto as Exhibit 10.1, Exhibit 10.2 and Exhibit 10.5 and incorporated herein by reference.

02

Item 1.02 Termination of a Material Definitive Agreement On June 19, 2024, in connection with the Securities Transfer Transaction (as defined below), the Company and TLGY Sponsors LLC (the "Former Sponsor") entered into a letter agreement (the "Termination Letter") terminating the administrative services agreement (the "Administrative Services Agreement"), dated November 30, 2021, by and between the Company and the Former Sponsor. Pursuant to the Termination Letter, the Company and the Former Sponsor agreed to irrevocably release, waive, and forever discharge the Company and its successors or assigns, the Former Sponsor and its members, directors, advisors, officers and its holding company, from any and all actions, compensations, fees and expenses, obligations and claims of all types and nature, including all sums that may be or have been accrued or outstanding, arising from or in connection with the Administrative Services Agreement. The foregoing description of the Termination Letter is not complete and is qualified in its entirety by reference to the text of the Termination Letter, which is filed hereto as Exhibit 10.3 and incorporated herein by reference.

01

Item 5.01 Changes in Control of Registrant. On April 16, 2024, the Company, the Former Sponsor , TLGY Holdings LLC, which is the holding company of the Former Sponsor , CPC Sponsor Opportunities I, LP and CPC Sponsor Opportunities I (Parallel), LP (CPC Sponsor Opportunities I, LP and CPC Sponsor Opportunities I (Parallel), LP, together, the "Buyers"), the Buyers being current stakeholders of economic interests in the Former Sponsor , entered into a securities transfer agreement ("Securities Transfer Agreement"), pursuant to which, at a closing on June 19, 2024 (the "Closing"), Buyers, for an aggregate purchase price of $1.00 (the "Purchase Price"), (i) purchased 3,542,305 Class B ordinary shares of the Company (the "Founder Shares") from the Former Sponsor, certain investors who held the Founder Shares, and three present or previous independent directors of the Company, and (ii) purchased 3,940,825 warrants, each exercisable to purchase one Class A ordinary share at $11.50 per share ("Private Placement Warrants") from the Former Sponsor (the "Securities Transfer Transaction"). As of the Closing date and following the completion of the Securities Transfer Transaction , Buyers hold and control 4,126,215 Founder Shares and 3,940,825 Private Placement Warrants, which represents approximately 45.0% of the issued and outstanding ordinary shares of the Company, assuming the cancellation of 300,300 Class B ordinary shares held by Mizuho Securities USA LLC as required by the Securities Transfer Agreement, and as such the Buyers are able to control the election of the Company's board of directors, and ultimately, the direction of the Company until its initial business combination, if any. The disclosure set forth under Item 5.02 of this Current Report on Form 8-K regarding the arrangements among the Former Sponsor and the Buyers with respect to the election of directors, officers and other matters is incorporated into this Item 5.01 by reference.

02

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers Resignation of Officer On June 19, 2024, the Company received a notice from Jin-Goon Kim ("Mr. Kim"), who served as the Chief Executive Officer ("CEO"), the interim Chief Financial Officer ("interim CFO") and the chairman of the board of directors (the "Board") of the Company, of his decision to resign as the CEO and the interim CFO of the Company, effectively immediately. Mr. Kim remains as the chairman of Board of the Company. Appointment of New Directors and New Officers On June 20, 2024, in connection with the Closing of the Securities Transfer Transaction , Vikas Desai was appointed as the CEO and a director of the Company, Merrick Friedman was appointed as the CFO of the Company, Enrique Klix was appointed as an independent director of the Company, and Young Cho was appointed as an independent director of the Company (Messrs. Desai, Klix and Cho, collectively, the "New Directors," and Messrs. Desai and Friedman, collectively, the "New Officers"). Biographical information concerning the New Directors and the New Officers is provided below: Vikas Desai, age 33, has served as a member of the board of directors and the Chief Executive Officer of Achari Ventures Holdings Corp. I (Nasdaq: AVHI) ("Achari Ventures SPAC"), a special purpose acquisition company, since January 2021. In early 2018, he founded Achari Ventures (formerly known as Welcan Capital), a venture capital firm focused on the cannabis industry. Achari Ventures invests in early-stage plant touching and ancillary businesses and currently has a portfolio of 28 companies within the platform. Since 2018, Mr. Desai has been employed by Achari Ventures, which includes the Welcan Strategic Opportunities Fund LP and Achari Ventures Fund I LP. From June 2015 to 2017, Mr. Desai was a private equity investor at Oaktree Capital Management, a $100 bi

01

Item 8.01 Other Events. On June 13, 2024, the Company notified Continental Stock Transfer & Trust Company of its intention to extend the period of time that the Company has to complete its initial business combination (the "Termination Date") by an additional month for the period from June 17, 2024 to July 16, 2024, subject to the Company's sponsor or its affiliates or designees depositing $60,000 (the "Extension Deposit") into the trust account. On June 14, 2024, the Company's sponsor or its affiliates or designees deposited the Extension Deposit into the trust and as a result the Termination Date was extended by one month until July 16, 2024.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. The following exhibits are filed with this Form 8-K: Exhibit No. Description of Exhibits 10.1 Joinder to Insider Letter, dated June 20, 2024, by and between the Company, CPC Sponsor Opportunities I, LP and CPC Sponsor Opportunities I (Parallel), LP 10.2 Joinder to Registration Rights Agreement, dated June 20, 2024, by and between the Company, CPC Sponsor Opportunities I, LP and CPC Sponsor Opportunities I (Parallel), LP 10.3 Termination Letter, dated June 19, 2024, by and between the Company and TLGY Sponsors LLC . 10.4 Form of Indemnity Agreement. 10.5 CPC Funds Indemnification Agreement , dated June 21, 2024, by and between the Company, CPC Sponsor Opportunities I, LP and CPC Sponsor Opportunities I (Parallel), LP. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. TLGY Acquisition Corporation Date: June 21, 2024 By: /s/ Vikas Desai Name: Vikas Desai Title: Chief Executive Officer

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